This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - November 24, 2021) - Jennifer Goldman ("Goldman"), L5 Capital Inc. ("L5"), Mode Investments Corp. ("Mode") (collectively, the "Reporters") and Levy Cohen ("Cohen") announce that, immediately following completion of the Business Combination (as defined below), each Reporter's deemed beneficial ownership of common shares ("Common Shares") in the capital of Wellfield Technologies Inc. (formerly, 1290447 B.C. Ltd.) (the "Company") decreased to below 10% on an undiluted and partially-diluted basis and Cohen's deemed beneficial ownership of Common Shares increased to above 10% on an undiluted and partially-diluted basis.
The transaction giving rise to this press release was the completion of a business combination (the "Business Combination") that resulted in a reverse takeover of the Company by the securityholders of Seamless Logic Software Limited ("Seamless") and MoneyClip Inc., on November 23, 2021. As a result of these changes, the Reporters' deemed beneficial ownership of Common Shares decreased to below 10% and Cohen's deemed beneficial ownership of Common Shares increased to above 10%, in all cases on an undiluted and partially-diluted basis.
Prior to the completion of the Business Combination, each Reporter and Cohen held the following securities of the Company:
Goldman, an individual residing in Toronto, Ontario, held 725,000 Common Shares, representing 29% of the issued and outstanding Common Shares;
L5, a corporation with a head office in Vancouver, British Columbia, held 725,000 Common Shares, representing 29% of the issued and outstanding Common Shares;
Mode and El Be Investments Corp. ("El Be"), its joint actor, both of which are corporations with head offices in Vancouver, British Columbia, held an aggregate of 950,000 Common Shares, representing 38% of the issued and outstanding Common Shares; and
Cohen, an individual residing in Israel, held no Common Shares.
Immediately following the completion of the Business Combination, each Reporter and Cohen had ownership or control over the following securities of the Company:
Goldman and Jason I. Goldman Professional Corporation ("JIGPC"), a joint actor with Goldman that has a head office in Toronto, Ontario, had ownership or control over (i) 938,325 Common Shares, including 213,325 Common Shares issued to JIGPC in connection with the Business Combination, representing approximately 0.92% of the issued and outstanding Common Shares on an undiluted basis, and (ii) 50,000 common share purchase warrants (each, a "Warrant"), each of which was issued to JIGPC in connection with the Business Combination, and which, assuming full exercise of the Warrants, represented approximately 0.97% of the issued and outstanding Common Shares on a partially diluted basis;
L5, a corporation with a head office in Vancouver, British Columbia, and its joint actors (i) AJKNJ Holdings Corp. ("AJKNJ") a corporation with a head office in Vancouver, British Columbia; and (ii) Marc Lustig ("Lustig"), an individual resident in Vancouver, British Columbia, collectively had ownership or control over 6,321,939 Common Shares, including an aggregate of , 1,352,000 Common Shares issued to AJKNJ and 312,000 Common Shares issued to Lustig, its joint actors in connection with the Business Combination, representing approximately 6.18% of the issued and outstanding Common Shares on an undiluted basis;
Mode and El Be, had ownership or control over (i) 1,150,000 Common Shares, representing approximately 1.12% of the issued and outstanding Common Shares on an undiluted basis, and 100,000 Warrants, each of which was issued to Mode and El Be in connection with the Business Combination, and which, assuming full exercise of the Warrants, represented approximately 1.22% of the issued and outstanding Common Shares on a partially diluted basis; and
Cohen, an individual residing in Israel, had ownership or control over 13,565,506 Common Shares, issued in connection with the Business Combination, representing approximately 13.26% of the issued and outstanding Common Shares on an undiluted basis;
The Common Shares and Warrants held by each of the Reporters and Cohen, as applicable are being held for investment purposes. In the future, each Reporter and Cohen may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions that each Reporter and Cohen may deem appropriate, increase, decrease or change its ownership over the Common Shares, Warrants or other securities of the Company. The Reporters, Cohen and any joint actors, as applicable have no current intention to acquire control or direction over additional securities of the Company as of the date of this news release, either alone or together with any joint actors.
An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and Cohen and will be posted to SEDAR at www.sedar.com and available on request at the number below.
For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Business Combination referred to in this press release, please contact Grant Duthie at 416-869-1234.
For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by Cohen as a result of the Business Combination ref erred to in this press release, please contact Corey Yermus at 416-777-4845.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105117
